Common use of Conditions Precedent to Loans Clause in Contracts

Conditions Precedent to Loans. The obligation of Lender to ----------------------------- disburse each Loan (including the first Loan) is subject to: (a) the condition that the Lender shall not deem itself insecure at the time of the disbursement of any Loan (including the first Loan) and (b) the following conditions and by communicating a Loan Request, Borrower is deemed to certify that: (i) to the best knowledge of the Authorized Designee making such Loan Request, the representations and warranties contained in this Agreement and any other documents delivered pursuant hereto are true and correct in all material respects on the date of such Loan Request; (ii) the financial statements delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate (subject, in the case of unaudited financial statements to year end adjustments); and (iii) to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance satisfactory to Lender, which has the effect of waiving all claims by Borrower's existing lenders with respect to the Credit Balance Account and any funds represented thereby while there remains outstanding any obligation owed to Lender under the $1.5 Billion Promissory Note or this Agreement; (y) a waiver of claims or other document in form and substance satisfactory to Lender with respect to the Credit Balance Account and any funds represented thereby executed by lenders to PAS under any credit agreement the proceeds of which will be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements in form and substance satisfactory to Lender executed by Borrower and any entity which beneficially owns 51% or more of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("Majority Owner") with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrower, and creditors of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance Account.

Conditions Precedent to Loans. The obligation of Lender Bank to ----------------------------- disburse each make any Loan (including hereunder shall be subject to the first Loan) is subject to: satisfaction and the continued satisfaction of the following conditions precedent: (a) Debtor shall have executed and delivered (or caused to have been executed and delivered) to Bank this Agreement, the condition that Collateral Documents, the Lender Note and all other documents required by this Agreement, and Corporate Guarantor shall not deem itself insecure at the time have delivered its Guaranty of the disbursement of any Loan (including the first Loan) and (b) the following conditions and by communicating a Loan RequestIndebtedness to Bank, Borrower is deemed to certify that: (i) to the best knowledge of the Authorized Designee making such Loan Request, the representations and warranties contained in this Agreement and any other documents delivered pursuant hereto are true and correct in all material respects on the date of such Loan Request; (ii) the financial statements delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate (subject, in the case of unaudited financial statements to year end adjustments); and (iii) to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance and in such number of counterparts as may be required by Bank; (b) The representations and warranties of Debtor, Corporate Guarantor and Individual Guarantor as set forth herein, or any Loan Document furnished to Bank in connection herewith, shall be and remain true and correct; (c) Bank shall have received a favorable legal opinion of counsel to Debtor and Guarantors and all grantors of each of the Collateral Documents, in form, scope and substance satisfactory to LenderBank; (d) Bank shall have received certified resolutions of Debtor, Jeffxxxxx Xxxxx Xxxporation and Corporate Guarantor authorizing the execution of all documents contemplated hereby; (e) Bank shall have received all fees, charges and expenses which are due and payable as specified in this Agreement or any Related Document; (f) No Default or Event of Default shall exist or shall result from the making of a Loan; (g) Debtor and Guarantors shall have each provided Bank with all financial statements, reports and certificates required by this Agreement; (h) Bank's counsel shall have reviewed the corporate structure and articles of incorporation of Debtor and Corporate Guarantor, and shall be satisfied with the validity, due authorization and enforceability of all Loan Documents, (i) There shall have been no change to the corporate structure of Debtor and of Corporate Guarantor than from what has been previously represented to Bank; (j) Bank shall have received evidence acceptable to Bank and its counsel that its Encumbrances affecting the Collateral shall have a first priority position, subject only to Permitted Encumbrances; (k) Bank shall have received a mortgagee's policy of title insurance in the amount of $9,493,050.00, insuring that the Fair Grounds Mortgage creates a valid first priority Encumbrance on the property affected thereby free and clear of all defects, and Encumbrances (except for Permitted Encumbrances), naming the Bank as the insured thereunder, in the form of ALTA Loan Policy-1970 or such other similar form acceptable to the Bank, containing endorsements for lien protection, hazardous waste liens, REM, future advance, survey, zoning and such other endorsements as the Bank may request, and the Bank shall have also received evidence that all premiums with respect to such policy has been paid; (l) Bank shall have received an endorsement to its existing policy of title insurance insuring the Jeffxxxxx Xxxxx Xxxtgage which increases the coverage of said policy to $9,000,000.00; (m) Bank and the title insurance company issuing the title policy on the Fair Grounds Mortgage shall have received a survey satisfactory to them of the property affected by the Fair Grounds Mortgage certified to the Bank and the title insurance company in a manner satisfactory to them, by an independent professional licensed land surveyor satisfactory to the Bank and the title insurance company, which has shall be made in accordance with the effect minimum standards established by the State of waiving Louisiana for the preparation of land surveys and for land surveyors, and shall include a survey certificate executed by the surveyor; (n) Bank shall have received original or certified true copies of paid insurance policies in compliance with Section 6.6 hereof; (o) Bank shall have received evidence satisfactory to it that any and all claims by Borrower's existing lenders Encumbrances (other than Permitted Encumbrances) affecting the Collateral (including, without limitation, (1) the lien in favor of LTH Construction, Inc. recorded in MIN 337354, NA # 95-48103, of the records of Orleans Parish, Louisiana, (2) the lien in favor of Metropolitan Erection Company, Inc. recorded in MIN 337579, NA # 95-48486 of the records of Orleans Parish, Louisiana, and (3) the lien in favor of York Construction Co., Inc., recorded in MIN 337671, NA # 95-48583) have been released; and (p) All filings, registrations and recordings shall have been properly filed, registered or recorded in each recording jurisdiction in order to create and perfect the Encumbrances in favor of the Bank with respect to the Credit Balance Account and any funds represented thereby while there remains outstanding any obligation owed to Lender under property affected by the $1.5 Billion Promissory Note or this Agreement; (y) a waiver of claims or other document in form and substance satisfactory to Lender with respect to the Credit Balance Account and any funds represented thereby executed by lenders to PAS under any credit agreement the proceeds of which will be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements in form and substance satisfactory to Lender executed by Borrower and any entity which beneficially owns 51% or more of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("Majority Owner") with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrower, and creditors of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance AccountCollateral Documents.

Conditions Precedent to Loans. The obligation of Lender to ----------------------------- disburse each Loan (including the first Loan) is subject to: (a) the condition that the Lender shall not deem itself insecure at the time of the disbursement of any Loan (including the first Loan) and (b) the following conditions and by communicating a Loan Request, Borrower is deemed to certify that: (i) to the best knowledge of the Authorized Designee making such Loan Request, the representations and warranties contained in this Agreement and any other documents delivered pursuant hereto are true and correct in all material respects on the date of such Loan Request; (ii) the financial statements delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate (subject, in the case of unaudited financial statements to year end adjustments); and (iii) to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance satisfactory to Lender, which has the effect of waiving all claims by Borrower's ’s existing lenders with respect to the Credit Balance Account and any funds represented thereby while there remains outstanding any obligation owed to Lender under the $1.5 Billion Promissory Note or this Agreement; (y) a waiver of claims or other document in form and substance satisfactory to Lender with respect to the Credit Balance Account and any funds represented thereby executed by lenders to PAS under any credit agreement the proceeds of which will be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements in form and substance satisfactory to Lender executed by Borrower and any entity which beneficially owns 51% or more of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("“Majority Owner"”) with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrower, and creditors of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance Account.

Conditions Precedent to Loans. The obligation of the Lender to ----------------------------- disburse make each Loan (Loan, including the first Loan) is initial Loan shall be subject to: to the further conditions precedent that on and as of the date of any such extension of credit: (a) the condition that the The Lender shall not deem itself insecure at have received a duly executed Borrowing Certificate as and when required pursuant to Section 2.2 hereof; (b) The following statements shall be true, and the time of acceptance by the disbursement Borrower of any Loan extension of credit shall be deemed to be a statement to the effect set forth in clauses (including the first Loani) and (b) ii), with the following conditions and same effect as the delivery to the Lender of a certificate signed by communicating a Loan Requestan authorized r of the Borrower, Borrower is deemed to certify dated the date of such extension of credit, stating that: : (i) to the best knowledge of the Authorized Designee making such Loan Request, the The representations and warranties contained in this Agreement and any the other documents delivered pursuant hereto Loan Documents are true and correct in all material respects on and as of the date of such Loan Requestextension of credit as though made on and as of such date (except with respect to any representation or warranty that is stated to be made as of a specific date which shall be deemed repeated as of such date); and (ii) No event has occurred, or would result from such extension of credit, which constitutes a Default or an Event of Default; (c) The Lender shall have received such other approvals, opinions or documents as the Lender may reasonably request; (d) No order, judgment or decree of any governmental authority and no law, rule or regulation applicable to the Lender shall purport by its terms to enjoin, restrain or otherwise prohibit the making of such Loan; and (e) Since the Closing Date, there shall not have occurred any material adverse change in the property, business, operations, or financial condition of (i) the Borrower (and upon request the Lender shall have received a certificate of the Borrower’s authorized officer to such effect), (ii) the financial statements delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end ofCompletion Guarantor, and for the fiscal period to which such statements relate (subject, in the case of unaudited financial statements to year end adjustments); and (iii) Netflix and (iv) and any Person issuing indemnity insurance to Completion Guarantor for the purpose of assuring that the Completion Guarantor can satisfy its obligations to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance satisfactory to Lender, which has the effect of waiving all claims by Borrower's existing lenders with respect to the Credit Balance Account and any funds represented thereby while there remains outstanding any obligation owed to Lender under the $1.5 Billion Promissory Note or this Agreement; (y) a waiver of claims or other document in form and substance satisfactory to Lender with respect to the Credit Balance Account and any funds represented thereby executed by lenders to PAS under any credit agreement the proceeds of which will be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements in form and substance satisfactory to Lender executed by Borrower and any entity which beneficially owns 51% or more of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("Majority Owner") with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrower, and creditors of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance AccountCompletion Guaranty.

Conditions Precedent to Loans. The obligation This Agreement shall become effective on the date hereof so long as each of Lender to ----------------------------- disburse each Loan (including the first Loan) is subject to: (a) the condition that the Lender shall not deem itself insecure at the time of the disbursement of any Loan (including the first Loan) and (b) the following conditions precedent has been satisfied in form, substance and by communicating a Loan Request, Borrower is deemed manner satisfactory to certify that: Collateral Agent and Lenders: (i) Lenders shall have received executed counterparts to the best knowledge of the Authorized Designee making such Loan Request, the representations and warranties contained in this Agreement and any other documents delivered pursuant hereto are true the Notes from each Debtor and correct in all material respects on to the date of such Loan Request; Escrow Agreement from RMI and the Escrow Agent; (ii) Lenders shall have received the financial statements delivered to Lender Parent Guaranty executed by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate (subject, in the case of unaudited financial statements to year end adjustments); and Parent; (iii) Lenders shall have received from Debtors reimbursement for all Secured Party Expenses incurred in connection with this Agreement; (iv) Lenders shall have received an acknowledgement from Parent that the obligations under the Parent Guaranty in favor of Collateral Agent and Lenders constitutes "Senior Debt" under the Parent Indenture Documents; (v) Lenders shall have received the WF Foothill Consent executed by each party thereto and shall receive a Shareholder/Affiliate Consent from each holder of any Shareholder/Affiliate Note; (vi) Lenders shall have received good standing certificates from the State of California and the jurisdiction of organization with respect to the best knowledge each Debtor and Parent; (vii) Lenders shall have received a favorable opinion of the Authorized Designee making such Loan RequestParent's and Debtors' inhouse counsel, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance satisfactory to LenderLenders; (viii) Debtors shall have delivered to Lenders an officer's certificate, which has the effect of waiving all claims by Borrower's existing lenders with respect to the Credit Balance Account and any funds represented thereby while there remains outstanding any obligation owed to Lender under the $1.5 Billion Promissory Note or this Agreement; (y) a waiver of claims or other document in form and substance satisfactory to Lender with respect Lenders, to the Credit Balance effect that all representations and warranties of the Loan Parties under the Loan Documents are true and correct as of the date hereof, no Default or Event of Default has occurred or will occur as of the date hereof and each of the conditions set forth in this Section 17(a) have been satisfied as of the closing date; (ix) arrangements satisfactory to Lenders shall have been made for the payment of the Escrow Account to the Escrow Agent; and (x) All corporate and any funds represented thereby executed other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by lenders to PAS under any credit agreement the proceeds of which will Lenders and their counsel shall be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements satisfactory in form and substance satisfactory to Lender executed by Borrower Lenders and any entity which beneficially owns 51% or more of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("Majority Owner") with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrowersuch counsel, and creditors Lenders and such counsel shall have received all such counterpart originals or certified copies of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance Accountsuch documents as any Lenders may reasonably request.

Conditions Precedent to Loans. The obligation Lenders shall not be required to fund any requested Loans or otherwise extend credit to the Borrowers hereunder, until the date (“Closing Date”) that each of Lender to ----------------------------- disburse each Loan (including the first Loan) is subject to: following conditions has been satisfied: (a) the condition that the Lender Each Loan Document shall not deem itself insecure at the time have been duly executed and delivered to Agent and Lenders by each of the disbursement of any Loan (including the first Loan) signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the following conditions Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent and Lenders shall have received certificates, in form and substance satisfactory to them, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the Loans and transactions hereunder and after giving effect to the Acquisition contemplated by communicating a Loan Requestthe Acquisition Agreement and the closing of the Senior Obligations transactions, Borrower is deemed to certify that: (i) to the best knowledge such Borrower is Solvent; (ii) no Default or Event of the Authorized Designee making such Loan Request, Default exists; (iii) the representations and warranties contained set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (d) Agent and Lenders shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Agreement credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent and Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent and Lenders shall have received a written opinion of Fox Rothschild LLP, as well as any local counsel to Borrowers or Agent, in form and substance satisfactory to Agent, which opinion shall cover the transactions contemplated herein. (f) Agent and Lenders shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other documents appropriate official of such Obligor’s jurisdiction of organization. Agent and Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) [reserved]. (h) No material adverse change in the business, assets, properties, liabilities, operations, condition or prospects of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2014, and no action, suit, investigation, litigation or proceeding is pending or threatened in any court of before any arbitrator or governmental instrumentality that in any Lender’s judgment (i) could reasonably be expected to have a material adverse effect on any Obligor’s business, assets, properties, liabilities, operations or condition, or could impair any Obligor’s ability to perform satisfactorily under the Loan Documents or (ii) could reasonably be expected to materially and adversely affect the Acquisition of the Target Company or the closing of the Senior Obligations transaction. (i) Agent shall have received all certificates representing the Equity Interests owned by each Obligor pledged pursuant to the Loan Documents, to the extent such Equity Interests are certificated (to the extent such certificates are not delivered pursuant hereto to a Senior Lender as bailee for the Agent in accordance with the Intercreditor Agreement). (j) Agent and Lenders shall have received, each in form and substance satisfactory to them, (i) financial projections of the Borrowers, giving effect to the Acquisition contemplated under the Acquisition Agreement, evidencing each Borrower’s ability to comply with the financial covenants set forth herein, (ii) interim financial statements for the Borrowers as of the period ended February 28, 2015 and (iii) a pro forma balance sheet of the Borrowers dated as of the Closing Date and giving effect to the Acquisitions contemplated under the Acquisition Agreement, which balance sheet shall reflect no material changes from the most recent pro forma balance sheets of Borrowers delivered to Borrowers prior to the Closing Date, and the Lenders shall be satisfied with the Borrowers’ capital structure and indebtedness. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) Agent and Lenders shall have received a copy of the Borrowing Base Certificate as delivered to Bank of America on or about the date hereof. (m) Agent and Lenders shall have received payoff letters, in form and substance satisfactory to the Agent, from existing lenders to the Target Company. (n) [Reserved]. (o) Agent and each Lender shall have completed all “know your customer” requirements, Patriot Act searches, OFAC/PEP searches and customary background checks for the Target Company, the results of which are reasonably satisfactory to Agent and each Lender. (p) No Default or Event of Default shall exist at the time of, or result from, such funding or issuance. (q) The representations and warranties of each Obligor in the Loan Documents shall be true and correct in all material respects (except to the extent that such representation or warranty is qualified by materiality or material adverse effect, in which instance such representation of warranty shall be true and correct in all respects) on the date of such Loan Request; (ii) the financial statements delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and upon giving effect to, such funding or issuance (except for the fiscal period representations and warranties that expressly relate to an earlier date, which shall be true and correct in all respects or all material respects, as applicable, as of such statements relate earlier date). (subjectr) All conditions precedent in any other Loan Document shall be satisfied. (s) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect. (t) Lenders shall have received evidence, in the case of unaudited financial statements to year end adjustments); and (iii) to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance satisfactory to LenderLenders, which has that as of the effect end of waiving all claims by Borrower's existing lenders with respect the month most recently ended prior to the Credit Balance Account Closing Date, Borrowers’ EBITDA for the period of twelve (12) consecutive months ending on such date, determined on a consolidated basis and any funds represented thereby while there remains outstanding any obligation owed in accordance with GAAP, was not less than $25,000,000, after giving pro forma effect to Lender under all of the $1.5 Billion Promissory Note or this Agreement; transactions on the Closing Date contemplated by the Senior Loan Documents, Loan Documents, Acquisition Documents and the payment of all fees and expenses due hereunder and thereunder. (yu) a waiver of claims or other document Lenders shall have received evidence, in form and substance satisfactory to Lender Lenders, that after giving pro forma effect to all of the transactions on the Closing Date contemplated by the Senior Loan Documents, Loan Documents, Acquisition Documents and the payment of all fees and expenses due thereunder, the Total Leverage Ratio is not more than 3.50:1.00. (v) Agent and Lenders shall have received evidence that the transactions contemplated by the Senior Loan Documents shall have been closed concurrently with respect to the Credit Balance Account and any funds represented thereby executed by lenders to PAS under any credit agreement funding of the proceeds Loans in accordance with the Senior Loan Documents, all of which will shall be used, directly or indirectly, to repay existing loans by Borrower to PAS; in full force and (z) indemnification agreements effect and in form and substance satisfactory to Lender executed Agent and Lenders and Agent and Lenders shall have received a copy of all of material Senior Loan Documents certified by Borrower and any entity which beneficially owns 51% or more an officer of the issued Borrowers as being true, correct and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("Majority Owner") with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrower, and creditors of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance Accountcomplete.

Conditions Precedent to Loans. The obligation of the Lender to ----------------------------- disburse each make any Loan (including the first Loan) is subject to: to satisfaction, or waiver by the Lender, of the following conditions precedent: (a) the condition that the Lender shall not deem itself insecure at the time Each of the disbursement of any Loan (including the first Loan) and (b) the following conditions and by communicating a Loan Request, Borrower is deemed to certify that: (i) to the best knowledge of the Authorized Designee making such Loan Request, the representations and warranties contained in this Agreement and any other documents delivered pursuant hereto are the Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the date of such Loan, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects as of such date). (b) A compliance certificate executed by an Authorized Representative of each General Partner in respect of the Borrowers certifying an expected LTV Ratio, after giving effect to such Loan and the purchase of Common Shares, if any, from the proceeds of such Loan as set out in the applicable Borrowing Notice, of less than or equal to the percentage set forth in the Additional Terms Agreement and providing a reasonably detailed calculation thereof shall have been delivered to the Lender; (c) Each of the Borrowers shall have delivered to the Lender a certificate from a Responsible Officer of each General Partner in the form set forth in Exhibit B hereto, dated as of the date of the Borrowing Notice, which shall contain representations that the conditions set forth in Subsections (a) and (b) of this Section 4.02 have been satisfied. (d) Either Borrower shall have delivered to the Lender a Borrowing Notice with the notice required pursuant to Section 2.03(a) prior to the date of such Loan. (e) No Mandatory Prepayment Event shall have occurred that has not been cured or waived, and no Default, Event of Default or Adjustment Determination Period shall have occurred and be continuing, in each case on the date of such Loan, and none of the foregoing shall result from such Loan Request; (ii) or the financial statements delivered application of the proceeds therefrom and any related Collateral deliveries. The borrowing of any Loan shall be deemed to Lender constitute a representation and warranty by the Borrower pursuant to Section 7.5 on the date most nearly preceding thereof as to the Loan Request present fairly the financial position and results of operation and changes matters specified in financial position of Borrower and its consolidated Subsidiaries as at the end ofclauses (a), and for the fiscal period to which such statements relate (subject, in the case of unaudited financial statements to year end adjustments); b) and (iiie) to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance satisfactory to Lender, which has the effect of waiving all claims by Borrower's existing lenders with respect to the Credit Balance Account and any funds represented thereby while there remains outstanding any obligation owed to Lender under the $1.5 Billion Promissory Note or this Agreement; (y) a waiver of claims or other document in form and substance satisfactory to Lender with respect to the Credit Balance Account and any funds represented thereby executed by lenders to PAS under any credit agreement the proceeds of which will be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements in form and substance satisfactory to Lender executed by Borrower and any entity which beneficially owns 51% or more of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("Majority Owner") with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrower, and creditors of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance Accountabove.

Conditions Precedent to Loans. The obligation of Lender any Bank to ----------------------------- disburse each make any Loan (including hereunder shall be subject to the first Loan) is subject to: satisfaction and the continued satisfaction of the following conditions precedent: (a) Debtor shall have executed and delivered to Agent this Agreement, the condition that Notes, the Lender shall not deem itself insecure at the time of the disbursement of any Loan (including the first Loan) Guaranty and all other documents required by this Agreement; (b) the following conditions and by communicating a Loan Request, Borrower is deemed to certify that: (i) to the best knowledge of the Authorized Designee making such Loan Request, the The representations and warranties contained of Debtor as set forth herein, or any Loan Document furnished to Agent in this Agreement connection herewith, shall be and any other documents delivered pursuant hereto are remain true and correct in all material respects on the date of such Loan Request; (ii) the financial statements delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and except for any changes in financial position of Borrower and its consolidated Subsidiaries permitted under this Agreement or as at the end of, and for the fiscal period to which such statements relate Agent has previously consented in writing); (subject, in the case of unaudited financial statements to year end adjustments); and (iiic) to the best knowledge Agent shall have received as of the Authorized Designee making such Loan Requestexecution of this Agreement a favorable legal opinion of general counsel to Debtor and Centers in form, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form scope and substance satisfactory to LenderAgent; (d) Agent shall have received certified resolutions of the general partner of Debtor authorizing the execution of all documents contemplated hereby; (e) Agent shall have received certified resolutions of Centers authorizing the execution of the Guaranty; (f) Agent shall have received all fees, charges and expenses which has the effect of waiving all claims by Borrower's existing lenders with respect to the Credit Balance Account are due and any funds represented thereby while there remains outstanding any obligation owed to Lender under the $1.5 Billion Promissory Note or payable as specified in this Agreement; ; (yg) No Default or Event of Default shall exist or shall result from the making of a waiver Loan; (h) Debtor shall have provided Agent with all financial statements, reports and certificates required by this Agreement; (i) Agent's counsel shall have reviewed the partnership agreement of claims or other document in form Debtor and substance satisfactory to Lender shall be satisfied with respect to the Credit Balance Account validity, due authorization and any funds represented thereby executed by lenders to PAS under any credit agreement enforceability of all Loan Documents; (j) Agent shall have received the proceeds of which will be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements in form and substance satisfactory to Lender executed by Borrower and any entity which beneficially owns 51% or more commitment fee for the first twelve months of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower ("Majority Owner") with respect to claims, damages, losses, liabilities and expenses incurred or suffered by Lender as a result of claims asserted against the Credit Balance Account by shareholders of PAS other than Borrower, and creditors of PAS or Borrower that have not specifically waived claims (or their successors, representatives or assigns) arising out of or related to the distribution of funds by PAS to Borrower and/or the funding by Borrower of the Credit Balance AccountLoans.